DEFM14A: Forge Global to Merge with Charles Schwab for $45/Share Cash

Forge Global Holdings, Inc. has entered into a definitive agreement to be acquired by The Charles Schwab Corporation for $45.00 per share in cash, representing a significant premium to its recent trading price.

Summary

• Forge Global Holdings, Inc. (Forge) will be acquired by The Charles Schwab Corporation (Schwab) through a merger with Ember-Falcon Merger Sub, Inc., a wholly owned subsidiary of Schwab.
• Forge will survive the merger as a wholly owned subsidiary of Schwab.
• Each outstanding share of Forge common stock (excluding certain shares) will be converted into the right to receive $45.00 in cash, without interest and less any applicable withholding taxes.
• The merger consideration represents a premium of approximately 170% to Forge's closing price of $16.63 per share on October 24, 2025, the last trading day prior to the first media accounts regarding a possible acquisition.
• It also represents a premium of approximately 141% to the 30-day volume-weighted average share price of $18.71 on October 24, 2025.
• A special meeting of Forge stockholders is scheduled for January 22, 2026, at 12:00 p.m. (Pacific Time) via a virtual meeting website, to vote on the merger agreement, certain executive compensation arrangements, and any adjournment proposals.
• The Forge Board of Directors, acting upon the unanimous recommendation of a Special Committee comprised of independent and disinterested directors, unanimously approved the merger agreement and recommends stockholders vote FOR all proposals.
• Support agreements from Motive Capital Fund I-A, LP, Motive Capital Fund I-B, LP, Motive Capital Fund I-MPF, LP, MCF2 FG Aggregator, LLC, Motive Capital Funds Sponsor, LLC (collectively, the Motive Entities) and Deutsche Brse AG (DB) cover approximately 26.38% of Forge's outstanding voting power, committing them to vote in favor of the merger agreement proposal.
• The merger is expected to be completed in the first half of 2026, subject to stockholder approval and required regulatory clearances.

Sentiment

Score: 8

Explanation: The merger offers a substantial premium to Forge shareholders, providing immediate and certain value. The unanimous recommendation by the independent Special Committee and Board, coupled with significant shareholder support, indicates a strong belief in the transaction's benefits. While the loss of standalone public company status and a termination fee are noted, the overall financial terms and strategic rationale are highly favorable for existing shareholders.

Positives

• The merger consideration of $45.00 per share provides a significant cash premium of approximately 170% over Forge's closing price of $16.63 on October 24, 2025, prior to media reports of a potential acquisition.
• The offer represents a premium of approximately 141% to the 30-day volume-weighted average share price of $18.71 on October 24, 2025.
• The transaction offers immediate and certain cash value to stockholders, mitigating future market and business risks associated with Forge operating as a standalone public company.
• The independent Special Committee and the full Board of Directors unanimously approved and recommended the merger, indicating strong internal confidence in the deal's fairness and advisability.
• Key stockholders, including the Motive Entities and Deutsche Brse AG, representing approximately 26.38% of voting power, have entered into support agreements to vote in favor of the merger.
• The completion of the merger is not subject to a financing condition, as Schwab has represented having all necessary funds.
• Forge equity awards (RSUs, RSAs, PSUs) will be converted into Schwab equity awards, with accelerated vesting for Schwab RSUs upon a severance-qualifying termination within 12 months post-closing, providing a benefit to employees.

Negatives

• Forge will cease to exist as an independent public company, and its stockholders will forgo participation in any potential future increase in Forge's value as a standalone entity.
• Forge is restricted from soliciting alternative acquisition proposals, although it can respond to unsolicited superior proposals under specific conditions.
• A termination fee of $25,740,000 is payable by Forge to Schwab under certain circumstances, which could deter other potential acquirors.
• The merger process may cause significant distractions for Forge's management and employees from ongoing business operations.
• There is a potential for litigation by stockholders in connection with the merger, which, even if lacking merit, could result in distraction and expense.
• The exchange of shares for cash in the merger will be a taxable transaction for U.S. federal income tax purposes for U.S. holders.
• Forge must adhere to certain covenants restricting its business conduct without Schwab's written consent until the merger's completion, potentially limiting its ability to pursue new business opportunities.

Risks

• The merger agreement proposal may not be approved by Forge stockholders.
• Necessary regulatory approvals and clearances may not be obtained, or may be obtained subject to conditions that are not anticipated and could result in a 'Substantial Detriment' to Schwab or Forge.
• Other closing conditions to the proposed transaction may not be satisfied in a timely manner or at all.
• Potential litigation brought in connection with the proposed transaction could delay or prevent the merger.
• Risks related to financial community and rating agency perceptions of Forge and its business, operations, financial condition, and the industry in which it operates.
• Disruption of management time from ongoing business operations due to the proposed merger.
• Effects of the announcement, pendency, or completion of the proposed merger on Forge's ability to retain customers, key personnel, and maintain relationships with suppliers and partners.
• Potential impact of general economic, political, and market factors on the parties to the proposed merger or the proposed merger itself.
• If the merger is not completed, Forge's common stock price could decline significantly, and there is no assurance it would return to current levels.
• Stockholders exercising appraisal rights may receive less than, equal to, or more than the merger consideration, and the process is complex with a risk of losing such rights if procedures are not strictly followed.

Future Outlook

The merger is expected to be completed in the first half of 2026, subject to stockholder approval and regulatory clearances. If the merger is not completed, Forge will remain an independent public company, its common stock will continue to trade on the NYSE, and management will continue to operate the business in a manner similar to today, subject to existing industry risks. There is no assurance that any other transaction acceptable to Forge would be offered, or that Forge's business, prospects, or results of operation would not be adversely impacted.

Management Comments

• Kelly Rodriques, Chief Executive Officer, stated: 'We hope that you will participate in the special meeting because your vote is important. Thank you for your consideration of this matter and your confidence in Forge.'

Industry Context

Forge Global operates a financial services platform focused on private markets, aiming to democratize access to private market opportunities through its marketplace, private company solutions, asset management, and data solutions. The acquisition by Charles Schwab, a major player in wealth management, securities brokerage, banking, and asset management, suggests a strategic move by Schwab to expand its offerings into the private markets sector, leveraging Forge's technology and expertise. This aligns with a broader industry trend of traditional financial institutions seeking to integrate or gain exposure to alternative assets and private market liquidity solutions, enhancing their service offerings and competitive positioning.

Comparison to Industry Standards

• FT Partners' 'Selected Public Companies Analysis' compared Forge to publicly traded companies like Workiva, OneStream, Paymentus, Braze, Appian, Fastly, Amplitude, Similarweb, Cognyte, Arteris, Sprout Social, Weave, Grid Dynamics, Telos, Crexendo, ActiveOps, and Silvaco. This analysis yielded implied share price ranges for Forge of $27.95-$43.39 (EV/LTM Q3-2025 Revenue), $27.25-$43.34 (EV/2025 Revenue), and $30.60-$47.66 (EV/2026 Revenue).
• FT Partners' 'Selected Precedent Transactions Analysis' reviewed transactions involving target companies such as Sojern, Nozomi Networks, Performant Healthcare, Brightflag, Logility Supply Chain Solutions, SecureWorks, Stronghold Digital Mining, Augmedix, Sharecare, Pro-Ficiency Holdings, Invicro, ZeroFox Holdings, LiveVox, Tabula Rasa HealthCare, Synchronoss Technologies, WideOrbit, Benefitfocus, ChannelAdvisor Holdings, GTY Technology, Tripwire, Credly, and Castlight Health. This analysis indicated an EV/LTM Revenue multiple range of 2.1x to 4.7x (25th to 75th percentiles), implying a share price range of $16.49-$33.32 for Forge.
• FT Partners' 'Discounted Cash Flow Analysis' for Forge, based on Base Case Projections and a terminal value multiple range of 10.0x to 16.0x applied to 2030 EBITDA less stock-based compensation (SBC), with discount rates ranging from 14.5% to 20.0%, indicated an implied share price range of $25.59-$41.91.
• The merger consideration of $45.00 per share is at the higher end or above the ranges derived from these financial analyses, suggesting a favorable outcome for Forge shareholders compared to standalone valuations and precedent transactions.

Management Changes

Corporate Governance

Legal Proceedings

• A complaint, Jocic v. Forge Global Holdings, Inc. et al., No. 1:25-cv-15078 (Dec. 11, 2025), has been filed in the United States District Court for the Northern District of Illinois. It alleges violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9, claiming that certain disclosures in the preliminary proxy statement were materially incomplete and misleading. The complaint seeks to enjoin the merger and award rescissory damages, including attorneys' and expert fees and expenses. Forge believes the allegations are without merit.

Related Party Transactions

• Schwab entered into support agreements on November 5, 2025, with the Motive Entities and Deutsche Brse AG (DB), who are significant stockholders of Forge, collectively representing approximately 26.38% of Forge's outstanding voting power. These agreements commit them to vote their shares in favor of the merger agreement proposal.
• On November 6, 2025, Forge Global exercised a call option to acquire DB's stake in Forge Europe GmbH, a joint venture co-owned by Forge Global and DB. This exercise was expected by DB in connection with the sale of Forge.

Stakeholder Impact

• Shareholders: Will receive a significant cash premium of $45.00 per share, providing immediate liquidity and certainty of value. They will no longer hold an equity interest in Forge as a public company and will not participate in its future growth.
• Employees: Equity awards (RSUs, RSAs, PSUs) will be converted into Schwab equity awards. Schwab RSUs will have accelerated vesting upon a severance-qualifying termination within 12 months post-closing. Executive officers are entitled to potential severance payments and benefits under existing employment agreements.
• Customers and Suppliers: Forge's business is expected to continue as a wholly-owned subsidiary of Schwab, suggesting continuity of services and relationships, though the long-term impact of integration on these stakeholders is subject to future operational decisions.
• Creditors: Schwab and Merger Sub have affirmed having sufficient funds for the transaction, indicating that Forge's obligations will be met post-merger.

Next Steps

• Forge stockholders will vote on the merger agreement proposal, the compensation proposal, and the adjournment proposal at a special meeting on January 22, 2026.
• Obtain required regulatory approvals and clearances, including under the HSR Act, FINRA Approval, and approvals from the South Dakota Department of Labor Regulation and California Department of Financial Protection and Innovation.
• Complete the merger, which is expected to occur in the first half of 2026.
• Upon completion, Forge common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934.

Key Dates

Recommendation

The proposed acquisition price of $45.00 per share represents a substantial premium of 170% over the pre-announcement trading price, offering immediate and significant value to shareholders. The unanimous recommendation by an independent Special Committee and the full Board, supported by major shareholders, underscores the attractiveness of the offer. The comprehensive market check conducted by the Special Committee suggests that this is likely the best available offer. The cash consideration provides certainty and liquidity, de-risking future investment in Forge's standalone operations. While the stock is currently trading close to the offer price, the strong premium and high likelihood of completion make it a compelling 'strong buy' for investors seeking to capture the remaining arbitrage spread.

Keywords

Forge Global, Charles Schwab, Merger, Acquisition, Private Markets, Financial Services, SEC Filing, Proxy Statement, Stockholder Vote, Cash Acquisition, FRGE, SCHW, Corporate Governance, Regulatory Approval, Equity Awards, Take-private, Investment Advisory